Komori
M&A and Subsidiary Changes1802OBAYASHI CORPORATIONConstruction and Materials

Notice Regarding a Change in a Specified Subsidiary

The Company will contribute all of its holdings in its U.S. subsidiary OUSA in kind to ONA, which is also a wholly owned subsidiary of the Company. As a result, ONA's capital contribution will increase from approximately ¥100 million to approximately ¥26.1 billion (planned), making ONA a specified subsidiary.

Worth reading
30Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
261
Billion yen (capital contribution after the in-kind contribution, planned)
Wording
Conditional
How definitive the wording is.

This transaction

In-kind contribution of all holdings in OUSA
CounterpartyObayashi North America, Inc.
Disclosing companyOBAYASHI CORPORATION
Obayashi USA, LLCVoting rights ownership percentageNumber of shares acquired All holdings in OUSA (the number of shares and voting rights is not stated)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Holding company for operating companies in the United States

Location United States
Consideration and expenses
Type of ConsiderationShares (in-kind contribution; allocation details are Not disclosed)
Impact on Business Performance

There will be no impact on consolidated results for the fiscal year ending March 2027.

This transaction
ItemDetails
Transaction nameIn-kind contribution of all holdings in OUSA
Counterparty nameObayashi North America, Inc.
Name of the Subject CompanyObayashi USA, LLC
Business Description of the Subject CompanyHolding company for operating companies in the United States
Location of the Subject CompanyUnited States
Type of ConsiderationShares (in-kind contribution; allocation details are Not disclosed)
Number of shares acquiredAll holdings in OUSA (the number of shares and voting rights is not stated)
Voting rights ownership percentageAfter 100% (all holdings in OUSA) (before not disclosed)
Impact on Business PerformanceThere will be no impact on consolidated results for the fiscal year ending March 2027.
Date of board resolution22 October 2026
Execution Date / Effective Date1 November 2026 (scheduled)
Items this document does not state (21)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Because the Company will contribute all of its holdings in OUSA in kind to ONA as part of measures to strengthen the Group's management and control structure in the United States.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in a Specified Subsidiary | OBAYASHI CORPORATION (1802) timely disclosure | Komori